Seller Tax Contest definition

Seller Tax Contest has the meaning set forth in Section 6.10(d)(i).

Seller Tax Contest has the meaning set forth in Section 7.09(k)(ii).

Seller Tax Contest has the meaning ascribed to it in Section 10.07(b).

Examples of Seller Tax Contest in a sentence

• Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entity.

• In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest.

• Notwithstanding anything to the contrary in this Agreement, no settlement or other disposition with respect to any Seller Tax Contest shall be agreed to without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

• With respect to any Tax Contest relating to Taxes that is or reasonably may be Seller’s responsibility under this Agreement and with respect to which Seller has delivered written acknowledgement of such responsibility to Buyer a (“ Seller Tax Contest”), Seller shall, at its election, have the right to(x) represent any Acquired Company, as the case may be, in any such Seller Tax Contest and (y) employ reputable counsel of its choice at its expense and control the conduct of such Tax Contest.

• No party has provided any new information to warrant reconsideration of this determination.

More Definitions of Seller Tax Contest

Seller Tax Contest is defined in Section 10(b) hereof.

Seller Tax Contest is defined in Section 9.4.

Seller Tax Contest has the meaning specified in Section 1.11(c). “Service Provider” has the meaning specified in Section 4.19(a). “Shares” has the meaning specified in the Recitals. “Short S Corporation Tax Period” has the meaning specified in Section 1.11(a)(iii). “Software” means all websites, computer software and firmware (including source code, executable code, data, databases, user interfaces and related documentation). “Stock Purchase Price” has the meaning specified in Section 1.3. “Straddle Period” means a Tax period that begins before the Closing Date and ends on or after the Closing Date. “Subsidiary” Any Entity shall be deemed to be a “Subsidiary” of another Person if such Person directly or indirectly (a) has the power to direct the management or policies of such Entity or (b) owns, beneficially or of record, (i) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity’s board of directors, board of managers or other governing body, or (ii) at least 50% of the outstanding equity or financial interests of such Entity. “Survival Period” has the meaning specified in Section 9.1(a). “Systems” has the meaning specified in Section 4.11(f). “Tax” or “Taxes” means (a) taxes, charges, fees, imposts, levies, or other assessments or fees, including, but not limited to, income, corporate, capital, excise, property, sales, use, turnover, value added and franchise taxes, deductions, withholdings and customs duties, imposed by any Taxing Authority, (b) all interest, penalties, fines, or additions to tax imposed by any Taxing Authority in connection with any item described in clause (a) or for failure to file any Tax Return, and (c) any liability in respect of any items described in clauses (a) and/or (b) as a A-16

Seller Tax Contest shall have the meaning set forth in Section 10.4(a).

Seller Tax Contest is defined in Section 8.7.

Seller Tax Contest means any taxes or assessments arising from or related to the Rig Equipment or as to which a lien has attached to the Rig Equipment which is being contested in good faith by Seller through appropriate proceedings or for which reasonable reserves have been established.

Seller Tax Contest has the meaning set forth in Section 4.01(j).